Contracts in a Nutshell

Contract= legally enforceable promise

4 elements to contracts:

• Agreement (offer and acceptance- don't confuse with invitation to bargain)
• Consideration (bargained for exchange of value that induced people to enter into agreement- gifts are not contracts neither are pre-existing duties)
• Legality (if is not legal called a void agreement)
• Capacity (minors and mentally impaired are not in capacity)

Types of Contracts:

• Bilateral (promise for promise)
• Unilateral (promise for action)
• Express (all terms stated)
• Implied

3 Types of implied:

• Implied In Fact- 3 requirements (1) goods or services provided with expectation of payment (2) party knows or should have know of this expectation (3) party had opportunity to reject
• Implied in Law- promise made but no contract exists but treat as if there is one to stop undue enrichment or injustice (promissory estoppel- made clear promise and relied on it to detriment of self)
• Quasi- Contracts- quantum meruit recovery- no promise but would be unjustly enriched if didn't 

Sources of Contract Law:

• Common law- must have agreement, consideration, legality, capacity
• UCC- sale of goods:  transfer of ownership for a price of movable tangible items- only need intent to have contract.

Agreement:

• Common Law= mirror image rule (must be mirror image to be valid)- must have defined terms
• UCC= no mirror image--  tip:  "acceptance expressly limited to terms of this offer" will help stop battle of forms or changes.--can have open terms

Termination:

• Can take back any time before accepted
• expiration (can still revoke before accepted)
• rejection terminates- including counter offers
• option contract makes irrevocable
• if the subject of offer is destroyed

Non-Compete Agreements:

• reasonable amt of time
• reasonable geographic area
• reasonable scope

Exculpatory "hold harmless" Clauses ok if:

• conspicuous
• clearly written
• cannot exclude:  intentional tort, gross negligence, public interest

Misrepresentation:

• Innocent misrep= can void- no damages
• fraudulent misrep= can void- can sue for fraud- can get damages- can keep contract and sue for damages

Is non-disclosure misrepresentation?

• yes if know.
• yes if the defect is hidden and don't disclose

Statue of Frauds:  plaintiff cannot enforce unless in writing as signed if:

• interest in land
• longer than 1 year
• pay debt of another
• made by an executor of an estate
• consideration of marriage
• sale of goods worth $500 or more

Written Doc must contain:

• signature of defendant
• name of each party
• subject matter
• all essential terms and promises

UCC

• also must have written if more than $500